Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  ACP IV, L.P.
2. Date of Event Requiring Statement (Month/Day/Year)
10/25/2013
3. Issuer Name and Ticker or Trading Symbol
AERIE PHARMACEUTICALS INC [AERI]
(Last)
(First)
(Middle)
ONE EMBARCADERO CENTER, 37TH FLOOR
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

SAN FRANCISCO, CA 94111
6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Series A-1 Preferred Stock   (1)   (1) Common Stock 1,000,000 (2) $ 0 D  
Series A-2 Preferred Stock   (1)   (1) Common Stock 5,000,000 (2) $ 0 D  
Series A-3 Preferred Stock   (1)   (1) Common Stock 10,489,738 (2) $ 0 D  
Series A-3 Preferred Stock Warrants   (1)   (3) Common Stock 750,000 (2) $ 0.01 D  
Series B Preferred Stock Warrants   (1)   (4) Common Stock 1,117,418 (2) $ 0.01 D  
Convertible Promissory Note   (5)   (5) Common Stock 508,152 (2) $ 5,081,521 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
ACP IV, L.P.
ONE EMBARCADERO CENTER, 37TH FLOOR
SAN FRANCISCO, CA 94111
    X    
ACMP IV LLC
ONE EMBARCADERO CENTER, 37TH FLOOR
SAN FRANCISCO, CA 94111
    X    
JANNEY DANIEL
ONE EMBARCADERO CENTER, 37TH FLOOR
SAN FRANCISCO, CA 94111
    X    
NOHRA GUY P
ONE EMBARCADERO CENTER, 37TH FLOOR
SAN FRANCISCO, CA 94111
    X    

Signatures

/s/ Daniel S. Janney 10/25/2013
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Each share of Series A-1 Preferred Stock, Series A-2 Preferred Stock and Series A-3 Preferred Stock is convertible into 0.2 of a share of Common Stock without payment of further consideration and will automatically convert into 0.2 of a share of Common Stock upon the closing of the Issuer's initial public offering without payment of further consideration. The shares have no expiration date.
(2) These securities are held by ACP IV, L.P ("ACP IV"). Daniel S. Janney and Guy P. Nohra are directors of ACMP IV, LLC, the general partner of ACP IV and disclaims beneficial ownership of these securities except to the extent of any pecuniary interest therein.
(3) Warrants will expire as follows: (i) warrant representing 375,000 shares on 2/17/2019; and (ii) warrant representing 375,000 shares on 11/2/2019.
(4) Warrants will expire as follows: (i) warrant representing 186,236 shares on 12/7/2019; (ii) warrant representing 186,236 shares on 3/28/2020; (iii) warrant representing 279,355 shares on 5/23/2020; (iv) warrant representing 279,355 shares on 8/9/2020; and (v) warrant representing 186,236 shares on 9/30/2020.
(5) The outstanding principal amount and all accrued and unpaid interest thereon will convert into shares of common stock at a price per share equal to the initial public offering price upon consummation of the Issuer's initial public offering.

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